0001104659-03-009832 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated May 5, 2003 among MSC.Software Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
Registration Rights Agreement • May 14th, 2003 • MSC Software Corp • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this fifth day of May, 2003, among MSC.Software Corporation, a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Initial Purchaser”).

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